AviChina Industry & Technology : NOTICE OF ANNUAL GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

1. The resolution relating to the report of the Board of the Company for the year ended 31
December 2014;
2. The resolution relating to the report of the supervisory committee of the Company for the year ended 31 December 2014;
3. The resolution relating to the audited financial statements of the Company for the year ended 31 December 2014;
4. The resolution relating to the profit distribution plan (including distribution of 2014 final dividend) of the Company for the year ended 31 December 2014;
5. The resolution relating to the appointment of Ernst & Young and Ernst & Young Hua Ming LLP as the international and domestic auditors of the Company for the financial year 2015 respectively and to determine their remuneration;

* For identification purpose only

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6. The resolution relating to the re-election of Mr. Lin Zuoming as an executive Director of the Company with a term of office commencing from the date on which the fifth session of the Board is established until the expiration of the term of the fifth session of the Board, the authorization of any executive Director to sign the relevant service contract on behalf of the Company with him and the authorization of the Remuneration Committee of the Board to determine his remuneration;
7. The resolution relating to the re-election of Mr. Tan Ruisong as an executive Director of the Company with a term of office commencing from the date on which the fifth session of the Board is established until the expiration of the term of the fifth session of the Board, the authorization of any executive Director to sign the relevant service contract on behalf of the Company with him and the authorization of the Remuneration Committee of the Board to determine his remuneration;
8. The resolution relating to the re-election of Mr. Gu Huizhong as a non-executive Director of the Company with a term of office commencing from the date on which the fifth session of the Board is established until the expiration of the term of the fifth session of the Board, the authorization of any executive Director to sign the relevant service contract on behalf of the Company with him and the authorization of the Remuneration Committee of the Board to determine his remuneration;
9. The resolution relating to the re-election of Mr. Gao Jianshe as a non-executive Director of the Company with a term of office commencing from the date on which the fifth session of the Board is established until the expiration of the term of the fifth session of the Board, the authorization of any executive Director to sign the relevant service contract on behalf of the Company with him and the authorization of the Remuneration Committee of the Board to determine his remuneration;
10. The resolution relating to the re-election of Mr. Maurice Savart as a non-executive Director of the Company with a term of office commencing from the date on which the fifth session of the Board is established until the expiration of the term of the fifth session of the Board, the authorization of any executive Director to sign the relevant service contract on behalf of the Company with him and the authorization of the Remuneration Committee of the Board to determine his remuneration;
11. The resolution relating to the new appointment of Mr. Guo Chongqing as an non-executive Director of the Company with a term of office commencing from the date on which the fifth session of the Board is established until the expiration of the term of the fifth session of the Board, the authorization of any executive Director to sign the relevant service contract on behalf of the Company with him and the authorization of the Remuneration Committee of the Board to determine his remuneration;
12. The resolution relating to the re-election of Mr. Lau Chung Man, Louis as an independent non-executive Director of the Company with a term of office commencing from the date on which the fifth session of the Board is established until the expiration of the term of the fifth session of the Board, the authorization of any executive Director to sign the relevant service contract on behalf of the Company with him and the authorization of the Remuneration Committee of the Board to determine his remuneration;
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13. The resolution relating to the re-election of Mr. Liu Renhuai as an independent non-executive Director of the Company with a term of office commencing from the date on which the fifth session of the Board is established until the expiration of the term of the fifth session of the Board, the authorization of any executive Director to sign the relevant service contract on behalf of the Company with him and the authorization of the Remuneration Committee of the Board to determine his remuneration;
14. The resolution relating to the new appointment of Mr. Yeung Jason Chi Wai as an independent non-executive Director of the Company with a term of office commencing from the date on which the fifth session of the Board is established until the expiration of the term of the fifth session of the Board, the authorization of any executive Director to sign the relevant service contract on behalf of the Company with him and the authorization of the Remuneration Committee of the Board to determine his remuneration;
15. The resolution relating to the new appointment of Mr. Chen Guanjun as a Shareholder representative Supervisor with a term of office commencing from the date on which the fifth session of the supervisory committee is established until the expiration of the term of the fifth session of the supervisory committee, the authorization of any executive Director to sign the relevant service contract on behalf of the Company with him and the authorization of the Remuneration Committee of the Board to determine his remuneration;
16. The resolution relating to the new appointment of Mr. Liu Fumin as a Shareholder representative Supervisor with a term of office commencing from the date on which the fifth session of the supervisory committee is established until the expiration of the term of the fifth session of the supervisory committee, the authorization of any executive Director to sign the relevant service contract on behalf of the Company with him and the authorization of the Remuneration Committee of the Board to determine his remuneration; and
17. The resolution(s) to be proposed at the AGM by Shareholders holding 3% or more of the total number of the Company's Shares carrying voting rights, if any, by way of ordinary resolution(s).
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18. To consider, and if thought fit, pass the following resolution relating to granting the
General Mandate to the Board to issue Shares:
"THAT:
(1) the Board be and is hereby granted, during the Relevant Period (as hereafter defined), an unconditional and general mandate to issue, allot and/or deal with additional shares in the capital of the Company (whether Domestic Shares or H Shares), and to make or grant offers, agreements and options in respect thereof, subject to the following conditions:
(a) such mandate shall not extend beyond the Relevant Period save that the Board may during the Relevant Period make or grant offers, agreements or options which might require the exercise of such powers after the end of the Relevant Period;
(b) the aggregate nominal amount of the Domestic Shares and/or the H Shares to be allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Board other than pursuant to the share option scheme (if any) adopted by the Company for the grant or issue of shares of the Company, shall not exceed:
i. 20 percent of the aggregate nominal amount of the Domestic Shares in issue; and/or
ii. 20 percent of the aggregate nominal amount of the H Shares in issue, respectively, in each case as at the date of passing of this resolution; and
(c) the Board will only exercise its power under the General Mandate in accordance with the Company Law of the People's Republic of China and the Listing Rules (as each of them may be amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant government authorities in the People's Republic of China are obtained;
and, for the purposes of this resolution:
"Relevant Period" means the period from the date of passing this resolution until whichever is the earliest of:
(a) the conclusion of the next annual general meeting of the Company; or
(b) the expiration of the 12-month period following the passing of this resolution; or
(c) the date on which the authority granted to the Board set out in this resolution is revoked or varied by a special resolution of the Company in a general meeting.
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(2) contingent on the Board resolving to exercise the General Mandate and/or issue shares pursuant to paragraph (1) of this resolution, the Board be and is hereby authorised:
(a) to approve, execute and do, or procure to be executed and done all such documents, deeds and matters which it may consider necessary in connection with the exercise of the General Mandate and/or the issue of shares, including but not limited to the time, price, quantity and place for such issue, to make all necessary applications to the relevant authorities, and to enter into underwriting agreement(s) or any other agreement(s);
(b) to determine the use of proceeds, and to make all necessary filings and registration with the relevant authorities in the People's Republic of China, Hong Kong and/or other places and jurisdictions (as appropriate);
(c) to increase the registered capital of the Company and make all necessary amendments to the Articles of Association to reflect such increase and to register the increased capital with the relevant authorities so as to reflect the new capital and/or share capital structure of the Company."
19. The resolution(s) to be proposed at the AGM by Shareholders holding 3% or more of the total number of the Company's Shares carrying voting rights, if any, by way of special resolution(s).
By Order of the Board

Company Secretary

Beijing, 27 April 2015

Notes:

Pursuant to Article 40 of the Articles of Association, the H Share register of members of the Company will be closed from Saturday, 23 May 2015 to Friday, 12 June 2015 (both days inclusive), during which period no transfer of H Shares will be registered. Holders of the Company's H Shares and Domestic Shares whose names appear on the Company's Register of Members on Friday, 12 June 2015 are entitled to attend and vote at the AGM.

In order to be eligible to attend and vote at the AGM, holders of the Company's H Shares shall lodge all transfer instruments together with the relevant share certificates to Computershare Hong Kong Investor Services Limited, the Company's H Shares registrar, not later than 4:30 p.m. on Friday, 22 May 2015 at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queens' Road East, Wan Chai, Hong Kong.

* For identification purpose only

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The Board recommended the payment of a final dividend for the year 2014 in an aggregate amount of RMB109,488,583.34, representing a dividend of RMB0.02 per Share (2013: RMB0.02 per Share), based on the existing number of total issued Shares of 5,474,429,167 Shares as at the Latest Practicable Date, which is subject to adjustment based on the number of the total issued Shares of the Company as at the Record Date (as defined below). The Company will pay the 2014 final dividend to eligible Shareholders as soon as practicable after the resolution on distribution of 2014 final dividend is approved at the AGM.

The 2014 final dividend will be paid to those Shareholders whose names appear on the Company's register of members at the close of business on Thursday, 25 June 2015 (the "Record Date"). To determine the identity of the Shareholders entitled to receive the final dividend, the Company's register of members will be closed from Saturday, 20 June 2015 to Thursday, 25 June 2015 (both days inclusive), during which period no transfer of H Shares will be registered. In order to be entitled to receive the 2014 final dividend, all transfer instruments accompanied by the relevant share certificates must be lodged with Computershare Hong Kong Investor Services Limited, the Company's H Shares registrar, by not later than 4:30 p.m. on Friday, 19 June 2015, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183

Queens' Road East, Wan Chai, Hong Kong.

(a) The Shareholder or its proxies shall produce his identification proof. If a corporation Shareholder's legal representative or any other person authorized by the board of directors or other governing body of such corporate Shareholder attends the AGM, such legal representative or other person shall produce his proof of identity, and proof of designation as legal representative and the valid authorization document of the board of directors or other governing body of such corporate shareholder (as the case may be) to prove the identity and authorisation of that legal representative or other person.

(b) Holders of H Shares or Domestic Shares who wish to attend the AGM must complete the reply slip to confirm the attendance, and return the same to the correspondence address designated by the Company not later than 20 days before the date of the AGM, i.e. on or before Friday, 22 May 2015.

(c) Shareholders may deliver the reply slip by post or facsimile to the correspondence address designated by the Company.

(a) Any Shareholder who is entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote on his behalf at the AGM. A proxy needs not be a Shareholder. Any Shareholder who wishes to appoint a proxy should first review the form of proxy for use in the AGM.

(b) Any Shareholder shall appoint its proxy in writing. The instrument appointing a proxy must be in writing signed under the hand of the appointer or his attorney duly authorized in writing. If the appointer is a body corporate, the instrument shall be affixed with the seal of the body corporate or shall be signed by the directors of the board of the body corporate or by attorneys duly authorized. If the instrument is signed by an attorney of the appointer, the power of attorney authorizing the attorney to sign or other documents of authorization must be notarially certified. In order to be valid, the form of proxy, and a notarially certified copy of the power of attorney or other documents of authorization, where appropriate, must be delivered in the case of holders of Domestic Shares, to the correspondence address designated by the Company, and in the case of holders of H Shares, to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183

Queen's Road East, Wan Chai, Hong Kong not less than 24 hours before the time for holding the AGM and return of a form of proxy will not preclude a Shareholder from attending AGM or any adjournment thereof (as the case may be) in person and voting at the AGM if he or she so wishes.

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Designated address of the Company:

9/F, Easyhome, No.3A Dongzhimen South Avenue, Dongcheng District, Beijing, the PRC (Postal code:

100007)

Telephone No.: 86-10-58354335/4752

Facsimile No.: 86-10-58354310

Attention: Mr. Liu Kai/Mr. Hao Weidi

As at the date of this notice, the Board comprises executive Directors Mr. Lin Zuoming, Mr. Tan Ruisong and non-executive Directors Mr. Gu Huizhong, Mr. Gao Jianshe, Mr. Sheng Mingchuan, Mr. Maurice Savart as well as independent non-executive Directors Mr. Guo Chongqing, Mr. Lau Chung Man, Louis and Mr. Liu Renhuai.

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